Eligibility and Proposal Form

STC Retail Package 1 Concession Agreement

May 2, 2018

Page 1

ITEM I

ELIGIBILITY AND PROPOSAL FORM

STC RETAIL PACKAGE 1CONCESSION AGREEMENT

ORLANDOINTERNATIONALAIRPORT

INSTRUCTIONS

Any person, firm, partnership,corporation or limited liability company(“Proposer”) wishing to submit a Proposal for the operation ofmultiple news,sundries and specialty retail concessionlocations (the “Concession”) in the South Terminal Complexat Orlando International Airport ("Airport") pursuant to theSTC Retail Package 1 Concession Agreement (the “Concession Agreement”) (Volume A, Item II) must complete this form in full. This Eligibility and Proposal Form is provided in a writable format and must be completed, executed and submitted as the original document constituting your Proposal. Please type all information on the form, except signatures. This Eligibility and Proposal Form should be completed by the Proposer and, unless otherwise directed, each question shall be answered with respect to the Proposer. If any question or item requested is not applicable to the Proposer or the Proposal, please indicate by inserting “Not Applicable” or “N/A” where applicable.

Use additional pages as necessary and index the responses to correspond to the section designations used in this Eligibility and Proposal Form, and cross reference on the form in the appropriate section where the response is provided. The number of additional pages shall be limited to 25, excluding the Eligibility and Proposal Form, design renderings, financial information, and ACDBE joint venture information.

A Proposal will be considered irregular and may be rejected if such irregularity is determined, in the sole discretion of the Greater Orlando Aviation Authority (“Aviation Authority”), to be a material defect, and if a Proposer does not submit anoriginal Eligibility and Proposal Form, completed and properly executed, including original signatures (including Guarantor, if applicable), and if a Proposer proposes to sublease or assign any of its rights under the Concession Agreement, to another person, firm or entity. Also, in the sole discretion of the Aviation Authority, a Proposal may be rejected if the information provided is incomplete, inconsistent or not responsive, contains conditions, limitations, or unauthorized alternate proposals or fee structures, fails to include required certifications or affidavits, or if a Proposer does not have the financial capability to operate the Concession.

PROPOSAL

  1. Proposer.

a.Name:

b.Address:

c.Contact Person and Title:

d.Telephone Numbersand e-mail address of Contact Person:

Tel:

E-mail:

e.Federal Employer Identification Number:

f.Type of organization:(If the Proposer is owned in part by an ACDBE to meet the Aviation Authority’s ACDBE participation goal, please provide a fully executed copy of the Joint Venture Agreement, Operating Agreement or other agreement satisfactory to meet the requirements of the FAA Joint Venture Guidance.)

οCorporation - Please give State where incorporated and year of incorporation:

State:Year of Incorporation

οIf a corporation, is the stock publicly traded?

Yes No

οIf the corporation is privately held, what is (are) the name(s) of the owner(s)?

ο Partnership - Attach a copy of the fully executedpartnership agreement

οLimited Liability Company - Please give State where organized and year of organization:

State:Year of Organization:

οJoint Venture - Attach a copyof the fullyexecuted jointventure agreement

ο Sole Proprietorship

g.Name of person and the affiliation to the Proposer who attended the Mandatory Pre-Proposal Conference held onMay 11, 2018 at 1:00 P.M., Eastern Time.

Name:

Affiliation:

  1. Authorization todo Business in Florida.

If the Proposer is a corporation, a limited liability company or limited partnership, it must submit the following prior to execution of the Concession Agreement:

  1. If a Florida corporation, limited liability company or limited partnership - a Certificate of Good Standing signed by the Secretary of State of Florida; or
  1. If a corporation, a limited liability company or a limited partnership organized and existing under the laws of another state, a certificate of the Secretary of State of Florida stating that the Proposer is authorized to do business in the State of Florida, or proof of application for such certificate.

3.Proposer Experience and References.

  1. Submit information that satisfies the following experience: The Proposer, or an Affiliate as defined in Article 1.A. of the Concession Agreement, must have a minimum of three (3) years’ experience in the direct management and operation of news, sundries, and specialty retail concession business generating at least Five Million Dollars and No/100 ($5,000,000.00) in annual gross receipts for all locations combined. The experience requirementmust be within the five (5) years immediately preceding the release of the Invitation to Submit Competitive Proposals.Please indicate whether the experience listed below is that of the Proposer or a manager, owner, partner or other Affiliate.
  1. Identify by location two (2) of the Proposer's operations, U.S. or foreign, within the past two (2) years which are similar to the one being offered at the Airport, indicating the following information:

(1)Name, location and owner/contact information (including phone and email address) for person at such locations:

(2)Type of facility:

(3)Dates of beginning and end of the term of the contract, (if it is under a lease agreement), if applicable, or commencement or termination of operation:

(4)Gross revenues and expenses of the last or most recent full year of operation:

(5)Number of employees:

(6)Detailed description of facilities, operation, and how those operations reflect the goals and objectives of the Aviation Authority.

Response:

c.Please provide the following information with respect to all litigation in which Proposer, or an Affiliate, as defined in Article 1.A. of the Concession Agreement, has been a party during the five (5) years immediately preceding the submittal of the response to the Request for Proposals, and in which the amount in dispute was at least $1,000,000.00:

(1)Parties involved;

(2)Court in which case was litigated;

(3)Case number;

(4)Detailed summary of litigation; and

(5)Outcome of litigation.

d.Please provide the following information with respect to all criminal investigations during the five (5) years immediately preceding the submittal of the response to the Request for Proposal, in which the subject of the investigation has been the Proposer, or an Affiliate, as defined in Article 1.A. of the Concession Agreement, or an employee of Proposer or of an Affiliate:

(1)Parties involved;

(2)Investigating Agency;

(3)Detailed summary allegations;

(4)Outcome of investigation.

e.Include any otherrelevant information believed to be useful in evaluating the Proposer's qualifications to be awarded this Concession.

f.Experience and Proposer References.Please provide four (4) references for operations similar to the Concession being proposed, including email address and telephone contact information, and relation to the Proposer.

4.Proposed Concepts of News, Sundries, and Specialty Retail Concession.

  1. Concepts. Proposers should describe each concept, whether national, regional or local, proposed to be used in the Concession and should explain how the concepts, individually and collectively, provide appealing offerings to the traveling public.

Location / Square
Feet / Concept Type and Description
Pre-Security - L4, Unit LS-D / 680 / Newsstand. Products sold should include newspapers, magazines, paperback books, sundries, health and beauty aids, limited local souvenirs, travel and business accessories, travel electronics, single-serving packaged snacks and candy, and cold bottled water, juice and soft drinks.
Palm Court - L2, Unit J
(Total must be
divided into two separate concepts
by Proposer) / 1,250
(total) / Branded Jewelry and Accessories.Each concept should be a branded concept offering a specific product line or type, which may include the following: fashion jewelry or fashion accessories, such as sunglasses, watches, purses, leather products, ties, scarves, or other similar items.
Palm Court - L2, Unit M4 / 616 / Newsstand. Products sold should include newspapers, magazines, paperback books, sundries, health and beauty aids, limited local souvenirs, travel and business accessories, travel electronics, single-serving packaged snacks and candy, and cold bottled water, juice and soft drinks.
Total Square Feet / 2,546

Please note, the Premises space designated as Unit J, above, must be divided into two separate branded jewelry and accessory concepts. Proposers should describe in the Eligibility and Proposal Form the concept it proposes for each space, and an explanation of the portion of Unit J that it willuse for each space to be created, including the square footage of each, and provide detailed renderings of the same.

  1. Quality, Variety and Price of Merchandise Items. Describeby Concept,a detailed list of the news, sundries, and specialty retail items and prices that you intend to offer at the Concession. Explain why you consider your proposed merchandise items represent the quality desired by the Aviation Authority and the variety of brands and prices that would satisfy the demands of the traveling public. Subject to the approval of the Chief Executive Officerof the Aviation Authorityand provisions of the Concession Agreement, the Proposer will be required to sell the proposed merchandiseitemslisted at the prices specified by the successful Proposer.Prices charged for all items offered for sale on the Premises shall be fair and reasonable. As more detailed in Appendix 1 of the Concession Agreement, “Reasonable prices” for merchandise sold by Company shall be defined as prices comparable to the prices charged for comparable items sold at facilities of comparable quality in the Orlando area.
  1. Sustainability. In support of the Aviation Authority’s targetedsustainability goals and objectives, the Proposer agrees to take all measures related tosustainability as well as LEED v4 specified within the referenced criteria, policies andprocedural documents below, which include measures related to cleaning, wastemanagement, pest control, products and purchasing, indoor air quality, and material selection,among others.
  • LEED Compliance Direction – STCRetail Package 1 Concession Volume C1, Appendix
  • SA STC-P1 LEED v4 Tenant Guidelines – STC Retail Package 1 Concession Volume C1, Appendix

5.Customer Service, Sales and Marketing.

  1. Customer Service. The Aviation Authority has established a program to continue to enhance the customer service provided by all entities doing business at the Airport. The successful Proposer will be expected to have its employees participate in customer service training. Please describe what customer service training you provide your employees and the extent to which your customer service training programs include training on customer service extending beyond the boundaries of your proposed Concession Premises.
  1. Sales and Marketing. The successful Proposer will be expected to provideits employees with salesand marketing training. Please describe what salesand marketing training you provide your employees and the extent to which your sales training programs include training on product line, variety, display and sales presentation.

6.Proposed Concession Improvements.

  1. Plans of Facilities to be Constructed. Proposers are required to submit with their proposals the preliminary floor plans and a description of the Improvements proposed to be constructed and the furnishings, trade fixtures and equipment to be installed, showing proposed uses and layouts of the Premises.Describe in detail the way in which you, the Proposer, plan to improve the Premises. Please explain how your proposed improvements will enhance The Orlando Experience®.
  1. In support of the Aviation Authority’s targeted sustainability goals and objectives, the Proposer agrees to take all measures related to sustainability as well as LEED v4 (including indoor space enhancements and baseline energy/water improvement thresholds) specified within the referenced criteria, policies and procedural documents below:
  • Leadership in Energy and Environmental Design, version 4, BD+C
  • South Airport Complex Tenant Design Criteria, dated December 15, 2017
  • LEED Tenant Guidelines, dated December 12, 2017
  1. Proposed Use of Space and Investment in Improvements.The successful Proposer will be required to expend in the build-out of improvements, fixtures, furnishings and equipment (excluding inventory)not less than Five Hundred and No/100 Dollars ($500.00) per square foot of the Premises for a total of not less thanOne Million Two Hundred Seventy-Three Thousand and No/100 Dollars ($1,273,000.00).

However, the likely costs of the improvements may exceed the amounts listed above due to unknown electrical, mechanical and fire protection improvements and their associated cost at the Airport which historically have been higher at the Airport than what retailers may have experienced elsewhere. The Airport supports a large population of the public moving to and from ground transportation and airplanes which requires more sophisticated controls for mechanical systems and more attention to mechanical, electrical and fire protection operation than elsewhere.

Proposed expenditures for Improvements, fixtures and furnishings to be constructed and installed at the Premises of less than the amount listed above will be deemed non-responsive. The Premises are described in Article 2 and Exhibit “A” of the Concession Agreement.

Please state the proposed minimum initial capital investment to improve the Premises:

7.Airport Concession Disadvantaged Business Enterprise Program.

TheAviation Authorityhas established its Airport Concession Disadvantaged Business Enterprise (“ACDBE”) program inaccordance with the U.S. Department of Transportation (“DOT”) regulations issuedunder 49 CFR Part 23 (“Part 23”). The Aviation Authority has received and expects to receiveFederal financial assistance from the DOT, and as a condition precedent to receiving thisassistance, the Aviation Authority has signed assurances that it will comply with Parts 23 and 26of the Federal Regulations.

In addition to the procedures and standards of Parts 23 and 26 as detailed in the Aviation Authority’s ACDBE program,the Aviation Authority utilizes and participates in Florida’s Unified Certification Program (“UCP”) for the certification of ACDBEs for the purpose of participating in the Aviation Authority’s concession program. Proposers can visit the a list ofcurrent ACDBE vendors certified within the state of Florida to determine the eligibility of proposed ACDBEs. If a firm you are interested in utilizing is not listed, please direct them to the Office of Small Business Development immediately to begin the certification process.

TheAviation Authority has established a currentACDBE participation goal for this Concession opportunity of thirty percent (30%)of the total anticipated concession revenues. All Proposers arerequired to either meetor exceed the ACDBE participation goalor demonstrate its good faith efforts to meet such goal. A Proposal will be considered non-responsive to the Invitation to Submit Competitive Proposals andrejected if the Proposer fails to demonstrate, to the reasonable satisfaction of the Aviation Authority, as required by the ACDBE program, that the Proposer has met or provided sufficient evidence of good faith efforts to meet the established ACDBE goal.The Aviation Authority must assess ACDBE participation according with the above-referenced Federal Regulations. Please refer to the Aviation Authority’s ACDBE Policy and 49 CFR Part 23 for information on counting ACDBE participation.

Proposers are required to submit, with their proposals, ACDBE utilization information by completing and signingVolume D, Item-I, Schedule of ACDBE Participation, and if applicable, Item-II, Information for Determining Joint Venture Eligibility.Proposers proposing as a joint venture or LLC, in order to satisfy theAviation Authority’s ACDBE participation goals should be aware that theAviation Authority must assess ACDBE participation according with the above-referenced Federal Regulations. TheDOT and the Federal Aviation Administration (“FAA”) publish a Joint Venture Guidance to provide direction to airports as to the requirements of an ACDBE joint venture.

All ACDBEs listed on the Schedule of ACDBE Participationmust be certified in Florida prior to the submittal of a proposal to be considered as a part of the ACDBE goal.The Aviation Authority mayrequest, receive, and review additional information on the good faith efforts submitted to verify the accuracy of the level of ACDBE utilization information presented by Proposers.The successful Proposer shall enter into contract(s) with the ACDBEs identified in the Schedule of ACDBE Participation, which the Aviation Authority relies upon in awarding an agreement, subject only to the Aviation Authority’s right to approve all sub concessionaires, contractors or vendors.

Again, the Aviation Authority has established an ACDBE participation goal for this Concession opportunity ofthirty percent (30%) of the total anticipated concession revenues andall Proposers must complete,signand submit with their proposals Volume D, Item-I, Schedule of ACDBE Participation, and if applicable, Item-II, Information for Determining Joint Venture Eligibilityor demonstrate its good faith efforts to meet such goal.

Proposers can visit the Aviation Authority’s website for more information about our ACDBE Policy and the Small Business Development Department at you have any questions or concerns please contact the Small Business Development Department at (407) 825-7130.

Pleasestatethe ACDBE Participation you propose:

8.Financial Information.

The Proposer should provide the information requested in Paragraphs 8.b. through 8.i for the proposing entity and any general partner or joint venture partner and the information requested in Paragraphs 8.j. and 8.k. for the proposing entity and/or any general partner, joint venture partner or guarantor on whose financial strength the Proposer expects the Aviation Authority to rely (indicating to whom such response applies).

To demonstrate financial responsibility, each Proposer shall provide a description of business and management’s discussion and analysis of financial condition and results of operationsfor each Proposer along with any guarantor, general partner and joint venture partner and also provide the following from the two prior fiscal years, unless such item is not available to the Proposer, in which case the Proposer shall indicate as such:

  • Independent Auditors’ Report
  • Consolidated Balance Sheet
  • Consolidated Statement of Operations
  • Consolidated Statement of Cash Flows
  • Consolidated Statement of Shareholder’s Equity and Comprehensive Income
  • Notes to Consolidated Financial Statements

Pleasenotethat unless (i) the Proposer indicatesin Paragraph 8.a. below, that its obligations will be guaranteed by a parent company, affiliated company or other person or entity, and (ii) submits financial information for such guarantor, and (iii) such guarantor executes this form (in which event such guarantor will be required to execute the Agreement of Guaranty attached to the Concession Agreement, if the Proposer is awarded the Concession), the Aviation Authority will consider only the financial strength of the Proposer (including any general or joint venture partner).